100


 the terms of this Agreement, an amount equal to
 the aggregate basic rental payments to become due
 under such re-lease for the period coinciding with
 the remainder of the Term (determined without
 reference to any right of Lessor to cancel the
 leasing of the Aircraft, whether or not such right
 is exercised), discounted periodically (equal to
 installment frequency) to present worth at the
 Discount Rate to the Reference Date; or

 (b) in the event that Lessor elects to retain the
 Aircraft or has sold the Aircraft or has re-let
 the Aircraft on terms (other than rental payment
 terms) which, taken as a whole, Lessor does not
 reasonably regard as being substantially similar
 to the terms of this Agreement, an amount equal to
 the fair market rental value (determined pursuant
 to the Appraisal Procedure) of the Aircraft for
 the period commencing with the date that Lessor
 reasonably anticipates that the Aircraft could be
 re-let at such rental rate and ending with the
 date that the Term was scheduled to expire
 (determined without reference to any right of
 Lessor to cancel the leasing of the Aircraft,
 whether or not such right is exercised),
 discounted periodically (equal to installment
 frequency) to present worth at the Discount Rate
 to the Reference Date; provided that, if Lessor is
 unable after reasonable effort to dispose of the
 Aircraft or if circumstances reasonably indicate
 that such effort will not be availing, the
 Mitigated Rent Amount shall be determined pursuant
 to clause (ii) above without subtracting any
 amounts pursuant to this clause (b);